Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
F Preferred Stock
On
September 13, 2022, the board of directors (the “Board”) of NanoVibronix, Inc. (the “Company”)
declared a dividend of one one-thousandth of a share of Series F Preferred Stock, par value $0.001 per share (“Series F Preferred
Stock”), for each outstanding share of the Company’s common stock, par value $0.001 per share (“Common
Stock”) to stockholders of record at 5:00 p.m. Eastern Time on October 14, 2022 (the “Record Date”).
General;
Transferability. Shares of Series F Preferred Stock will be uncertificated and represented in book-entry form. No shares of Series
F Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of Common
Stock held by such holder, in which case a number of one one-thousandths (1/1,000ths) of a share of Series F Preferred Stock equal to
the number of shares of Common Stock to be transferred by such holder will be automatically transferred to the transferee of such shares
of Common Stock.
Voting
Rights. Each share of Series F Preferred Stock will entitle the holder thereof to 1,000,000 votes per share (and, for
the avoidance of doubt, each fraction of a share of Series F Preferred Stock will have a ratable number of votes). Thus, each one-thousandth
of a share of Series F Preferred Stock would entitle the holder thereof to 1,000 votes. The outstanding shares of Series F Preferred
Stock will vote together with the outstanding shares of Common Stock of the Company as a single class exclusively with respect to (1)
any proposal to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), to reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock
at a ratio specified in or determined in accordance with the terms of such amendment (the “Reverse Stock Split”)
and (2) any proposal to adjourn any meeting of stockholders called for the purpose of voting on Reverse Stock Split (the “Adjournment
Proposal”). The Series F Preferred Stock will not be entitled to vote on any other matter, except to the extent required
under the Delaware General Corporation Law.
Unless
otherwise provided on any applicable proxy or ballot with respect to the voting on the Reverse Stock Split or the Adjournment Proposal,
the vote of each share of Series F Preferred Stock (or fraction thereof) entitled to vote on the Reverse Stock Split, the Adjournment
Proposal or any other matter brought before any meeting of stockholders held to vote on the Reverse Stock Split and the Adjournment Proposal
will be cast in the same manner as the vote, if any, of the share of Common Stock (or fraction thereof) in respect of which such share
of Series F Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split, the Adjournment Proposal
or such other matter, as applicable, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf
such proxy or ballot is submitted will be deemed to include all shares of Series F Preferred Stock (or fraction thereof) held by such
holder. Holders of Series F Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series F Preferred
Stock on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote
on the Reverse Stock Split.
Dividend
Rights. The holders of Series F Preferred Stock, as such, will not be entitled to receive dividends of any kind.
Liquidation
Preference. The Series F Preferred Stock will rank senior to the Common Stock as to any distribution of assets upon a liquidation,
dissolution or winding up of the Company, whether voluntarily or involuntarily (a “Dissolution”). Upon any
Dissolution, each holder of outstanding shares of Series F Preferred Stock will be entitled to be paid out of the assets of the Company
available for distribution to stockholders, prior and in preference to any distribution to the holders of Common Stock, an amount in
cash equal to $0.001 per outstanding share of Series F Preferred Stock.
Redemption.
All shares of Series F Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the
Reverse Stock Split and the Adjournment Proposal as of immediately prior to the opening of the polls at such meeting (the “Initial
Redemption Time”) will automatically be redeemed in whole, but not in part, by the Company at the Initial Redemption Time
without further action on the part of the Company or the holder of shares of Series F Preferred Stock (the “Initial Redemption”).
Any outstanding shares of Series F Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed in
whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time
and date specified by the Board in its sole discretion or (ii) automatically upon the approval by the Company’s stockholders of
the Reverse Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal.
Each
share of Series F Preferred Stock redeemed in any redemption described above will be redeemed in consideration for the right to receive
an amount equal to $0.10 in cash for each one hundred whole shares of Series F Preferred Stock that are “beneficially owned”
by the “beneficial owner” (as such terms are defined in the certificate of designation with respect to the Series F Preferred
Stock (the “Certificate of Designation”)) thereof as of the applicable redemption time and redeemed pursuant
to such redemption, payable upon receipt by the Company of a written request submitted by the applicable holder to the corporate secretary
of the Company (each a “Redemption Payment Request”) following the applicable redemption time. Such Redemption
Payment Request shall (i) be in a form reasonably acceptable to the Company (ii) set forth in reasonable detail the number of shares
of Series F Preferred Stock beneficially owned by the holder at the applicable redemption time and include evidence reasonably satisfactory
to the Company regarding the same, and (iii) set forth a calculation specifying the amount in cash owed to such Holder by the Company
with respect to the shares of Series F Preferred Stock that were redeemed at the applicable redemption time. However, the redemption
consideration in respect of the shares of Series F Preferred Stock (or fractions thereof) redeemed in any redemption described above:
(i) will entitle the former beneficial owners of less than one hundred whole shares of Series F Preferred Stock redeemed in any redemption
to no cash payment in respect thereof and (y) will, in the case of a former beneficial owner of a number of shares of Series F Preferred
Stock (or fractions thereof) redeemed pursuant to any redemption that is not equal to a whole number that is a multiple of one hundred,
entitle such beneficial owner to the same cash payment, if any, in respect of such redemption as would have been payable in such redemption
to such beneficial owner if the number of shares (or fractions thereof) beneficially owned by such beneficial owner and redeemed pursuant
to such redemption were rounded down to the nearest whole number that is a multiple of one hundred (such, that for example, the former
beneficial owner of 150 shares of Series F Preferred Stock redeemed pursuant to any redemption will be entitled to receive the same cash
payment in respect of such redemption as would have been payable to the former beneficial owner of 100 shares of Series F Preferred Stock
redeemed pursuant to such redemption).
The
Series F Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities
of the Company. The Series F Preferred Stock has no stated maturity and is not subject to any sinking fund. The Series F Preferred Stock
is not subject to any restriction on the redemption or repurchase of shares by the Company while there is any arrearage in the payment
of dividends or sinking fund installments.
The
Certificate of Designation was filed with the Delaware Secretary of State and became effective on September 14, 2022. The foregoing description
of the Series F Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation,
which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.